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Chambers Professional Advisers Crisis and Risk Management 2021 Global-Wide p.1 UK p.19 USA p.33 chambers.com Chambers Professional Advisers Crisis and Risk Management 2021 Global-wide chambers.com Global-wide www.chambers.com How lawyers are ranked Contents: Every year we carry out thousands of in-depth inter- Business Intelligence & Investigations Pre-Transactional Advisory (Investigative Due Diligence) p.3 views with clients in order to assess the reputations Pre-Transactional Advisory (Technology-Led Due Diligence) p.6 and expertise of business lawyers worldwide. The Crisis Management p.7 qualities we look for (and which determine rank- Cybersecurity Risk p.8 ings) include technical legal ability, professional Environmental, Social & Governance Risk p.11 conduct, client service, commercial awareness/ Political Risk p.15 astuteness, diligence, commitment, and other qual- PR & Communications Crisis Management p.17 ities most valued by the client. Leaders’ Profiles in p.18 An Introduction to Business Intelligence & Investigations: Pre-Transactional Advisory (Investigative Due Diligence) Contributed by G3 The global M&A landscape has evolved. How have investigation stand the accuracy of an order book puffed up ahead of a sale, for firms responded? example, or a potential change in government policy in a strate- A wall of liquidity has driven competition for a diminishing pool of gic sector that may impact an investee company’s ability to sell quality assets. Valuations have gone up, transaction timeframes to China. The ability of an intelligence firm to discreetly source come down, and the penalties for structuring the wrong deal such sensitive information helps to remove uncertainty around a grown more acute. As the risks have evolved, so has investigative business model. More importantly, an information advantage may diligence. This article looks at some of the ways in which sophisti- also give a buyer confidence to lean a little more aggressively into cated investigation firms have responded to the new challenges. a valuation, which ultimately may enable it to win the asset. One long-term trend is the demise of the traditional mainstay A further trend has been the shift by dealmakers into emerging of the industry: the open-source investigation. This legacy prod- markets to chase growth as well as maintain returns as competi- uct – scraping information from the public domain, mostly as a tion for assets closer to home intensifies. This shift is further driv- backward-looking, box-ticking exercise – has been on the wane ing demand for investigation firms who can provide intelligence for years and is now largely redundant as a meaningful exercise in markets where clients have no track record or established net- in investigative due diligence. While it is often a cheap option and work of their own. In addition, the increased competition for as- is favoured by some sections of the investigation industry as an sets is shrinking the timeline for providing intelligence on targets. easily delivered and scalable product, the findings are often little Dealmakers now looking to “pre-empt the pre-empt” are making more than a deal team’s analyst can provide through a few hours the historic five-to-six-week timeline to provide an investigation of online research. With the volume of misinformation in the pub- report look leisurely in the face of demands now to execute in 10 lic domain and the growth of artificial intelligence platforms that to 15 days. Investment committees and company boards, them- can automate much of the work – never mind the sheer scale of selves under pressure to ensure deals are in line with the height- material that is now out there – it’s clear that the usefulness of this ened ESG and other governance standards of their pension fund kind of research for exploring the nuances of a potential transac- limited partners or public market shareholders, cannot rely on tion is limited. high-level, light-touch reports in most markets. However, when As open-source research has become more commoditised and the markets are new, or the deal has been cobbled together in compliance-focused, dealmakers are turning to firms that can short order, they are vital. deploy a source network. These networks – formed of contacts The investigation industry has been resilient in most market on the ground with trusted access to the target – can cut through conditions, and the Covid-19 pandemic is no exception when it the online noise and offer dealmakers a vital competitive edge. comes to deal-related intelligence. With the opportunities for Scoping can range from identifying the real decision-maker in a travel limited, deal teams have struggled to physically meet tar- close-knit family that is selling their business, through to intelli- get management teams. Other intelligence that a deal team would gence around the rival bidder universe. The latter especially, once historically rely on has also been constrained: M&A advisers, law- the preserve of the clubroom and the ‘old boy’ network, is moving yers and consultants previously sitting in target companies’ offic- to the discreet investigator, whose deep international and sectoral es and working their own networks traditionally provided informal networks can provide multi-angled insights and understanding. information feeds that were critical in packaging a deal. Investi- Investigation firms have also been moving towards providing gators, with their network of local contacts, have been actively more commercially-relevant intelligence on a deal. The core in- filling these information gaps. With the confidence teams now vestigative offering to deal teams has traditionally been – and for have around making deals remotely, investigation firms can prove many firms remains – defensive: investigators are asked for insight a long-term solution for the executive who sees the value in using into the reputation and integrity of the target management team independent personal insights from trusted, reliable third parties. and business, with the main consumers of the resulting product As they continue to adapt to the demands of the investment in- typically being compliance departments. However, the demands dustry, investigation firms should remain a feature of deals for from private equity and corporate/M&A dealmakers are broaden- years to come. ing. A deal team modelling a target company may need to under- 2 www.chambers.com Business Intelligence & Investigations Global-wide Business Intelligence & Investigations Pre-Transactional Advisory (Investigative Due Diligence) Business Intelligence & Investigations awarding of major tenders, and was able to bench- around the world.” mark its reputation and track record in compar- Notable practitioners Pre-Transactional Advisory ison with sector and regional peers. Nick Barnes is a London-based director of the (Investigative Due Diligence) Notable practitioners company and is a key contact. Leading Firms Oliver Gorton is an experienced corporate inves- Band 1 tigator and has led several complex pre-transac- The Risk Advisory Group Alaco * tional investigations. He is a key contact. What the team is known for The Risk Advisory G3 * Group is a well-established player in the business Hakluyt G3 intelligence market and is well regarded for its The Risk Advisory Group See profile on p.28 broad capabilities in investigations and security Wallbrook What the team is known for G3 is an elite busi- management. Its multidisciplinary global footprint Band 2 ness intelligence firm providing clients with dis- and breadth of geopolitical research experience Blackpeak creet, bespoke, commercial insight to help boards offer a unique depth and quality to its reporting to Control Risks * of directors, C-suites and deal, legal and compli- clients. Its in-house specialists produce thorough FTI Consulting * ance teams make better decisions. Operating out analyses of the reputational and regulatory risks Greyhawk Intelligence Group * of London, G3 is industry sector-agnostic and associated with potential business partners or Nardello & Co. * global in its capabilities, with extensive experi- investment counterparties. S-RM * ence in many jurisdictions and the capacity to Strengths “One thing that really stands out to us Band 3 build networks to meet a client’s demands. Most is their expertise in oil and extractive businesses Berkeley Research Group, LLC of the firm’s staff consist of a mix of full-career issues in Africa and in the CIS. They did an out- Charles River Associates intelligence, banking and legal backgrounds to standing job for us and put together a team with a * Diligencia Group ensure a wider strategic offering in its advice. level of insight that knew exactly what was going on Exiger Group Strengths “G3 is extremely resourceful in judicially and politically. We found them be second GPW obtaining information – we trust them entirely. It’s to none. Compared to other firms, they’re top of the K2 Integrity very helpful to have a report from them to back up list.” Kroll, a division of Duff & Phelps any statement where we’re saying this is a credible “I have worked with The Risk Advisory Group for * Mintz Group and robust counterparty in a transaction. We also more than a decade. They are my go-to third-party * Indicates firm with profile. appreciate that they don’t create an aura of panic. investigative agent when it comes to international Alphabetical order within each band. Band 1 is highest. There’s no terrible dread if they find something; reputational background diligence, particularly they’re very balanced in any situation and will keep with respect to individuals and entities in countries Band 1 you in the loop.” where my firm does not have language capabilities “The reason we use G3 is that they give us an addi- or boots on the ground.” Alaco tional flavour above and beyond the regular red flag Notable practitioners See profile on p.24 checks. G3’s reports typically include anonymised Hannah Gilkes is a director and head of business What the team is known for Based in London, quotes from their sources, but they also present it intelligence for Africa.

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